RedPassion.co.uk Wrexham FC Message Board - WST Board Meeting 25th March 2021

Wrexham Supporters Society Limited - Minutes of Trust Board Meeting
Held on: 25 March 2021 commencing at 20.30

Venue: By Zoom

Present: Bryan Still (BP), Matthew Davies (MD), Mark Williams (MW), Gavin Jones (GJ), Glyn Williams (GW), Phil Salmon (PSm) and Paul Smith (PS)
Chair: Brian Phillips (BP)

1. Matters arising
The Board noted the resignations over the last 24 hours of Steve Lloyd, James Harrison, James Kelly, Matthew Scott, and Mark MacDougall. In addition to this, Josh Williams, the Independent Secretary also resigned.

The Board then considered the constitution of the Society Board as outlined in rule numbers 59-68 of the Society. In particular consideration was given to the following rues:
“59. The Society shall have a Board of Directors comprising not less than 12 and not more than 15 persons.”
The Board noted that there are currently FIVE elected Board members and THREE co-opted Board members and as such the Board does not comply with this rule.
“65. The Society Board may at any time co-opt any Member of the Society or the representative
of an organisation which is a Member to fill a casual vacancy in the Board of Directors,
provided that at no time shall more than one-third of the members of the Society Board be
co-opted members. A casual vacancy shall be deemed to exist if the number of Directors
should drop below the minimum prescribed in these Rules or below the number elected at
the preceding Annual General Meeting.”
The Board noted this rule with the option to co-opt further members to the Board to make a minimum number of 12 but felt this was not possible but agreed to seek further advice from our Governing Body, the Football Supporters Association (FSA), for clarification on this rule
“66. The Society Board may co-opt external Directors to the Society Board in addition to the
number of Directors specified in these Rules provided that at all times the total number of
external directors and Members co-opted under Rule 67 shall be in the minority. A Director
co-opted in accordance with this Rule shall serve for a fixed period determined by the
Society Board at the time of co-option, subject to a review at least every twelve months, may
be removed from office at any time by a resolution passed by a majority of the members of
the Society Board, and may be remunerated in an amount (to be disclosed in the published
accounts) from time to time, as fixed by the Society Board. External Directors shall be
selected by virtue of their specialist skills and experience considered to be of benefit to the
Society.”
The Board considered this rule but felt that co-opting a further four members to make the required minimum of 12 members, as outlined in rule 59, would result in Co-opted exceed the number of elected members and would therefore not comply with this rule.
“67. In the event that the size of the Society Board should drop below the minimum number of members prescribed in these Rules, the Directors may act to increase their number or to call a General Meeting of the Society, but for no other purpose.”
The Board then considered this rule and decided that it was unable to enact any further business and the Chair adjourned the Board meeting until such time the FSA could provide the appropriate advice on the correct way forward.
No further business was discussed, and the meeting closed by the Chair at 21:30